- Portman Baela and Karlovy, companies whose ultimate shareholders are María, Rafael, Joaquín and Leopoldo del Pino y Calvo-Sotelo have executed today the first of the two sales by which they will transfer the entirety of the Ferrovial shares they own to companies controlled by their ultimate shareholders. The second sale will take place in the coming days.
- Once the transaction is completed, the effects on Ferrovial of the current shareholders’ agreements in relation to Portman Baela and its parent company Karlovy will expire, and so will the de facto concerted action among their shareholders.
- Concurrently, Rijn Capital BV (a company controlled by Rafael del Pino y Calvo-Sotelo) has delivered to Mediobanca the 23 million shares representing 3.118% of the share capital of Ferrovial subject to the forward sale entered into by them in November 2014 and will receive back the 4.5 million shares borrowed by Mediobanca.
Portman Baela, S.L. (Portman Baela), who was until now the principal shareholder in Ferrovial, S.A. (Ferrovial or the Company), has notified to the Company its intention to sell its entire stake in Ferrovial to its indirect shareholders.
The transaction is part of the orderly transition of the second generation of the del Pino family group in the share capital of Ferrovial, S.A. in order for the different family branches, which until now held the majority of their investment in Ferrovial, S.A. jointly through Portman Baela, S.L., to hold their shareholding going forward through companies controlled by each one of them
The transaction will be executed in two tranches, the first one already completed today and the second one expected to take place on 7 August, through which Portman Baela will sell the 301,130,509 shares, representing 40.820% of Ferrovial’s share capital it owned until now to its direct and indirect shareholders Menosmares, S.L.U., Rijn Capital BV, Soziancor, S.L.U. and Siemprelara S.L.U., companies controlled respectively by María, Rafael, Joaquín and Leopoldo del Pino y Calvo-Sotelo, in proportion to their respective ultimate shareholdings in Portman Baela’s share capital.
On the other hand, Karlovy, S.L., Portman Baela’s parent company, has sold today the 18,426 shares of Ferrovial it directly owned to the same companies Menosmares, S.L.U., Rijn Capital BV, Soziancor, S.L.U. and Siemprelara S.L.U., in proportion to their respective shareholdings in Karlovy, S.L.’s share capital.
Concurrently, Rijn Capital BV has delivered to Mediobanca the 23 million shares representing 3.118% of the share capital of Ferrovial in execution of the forward sale agreed in November 2014, and Mediobanca, on the other hand, will return to Rijn Capital BV the 4.5 million shares representing 0.610% of the share capital in Ferrovial borrowed from Rijn Capital BV in the framework of such forward sale.
After giving effect to these transactions, each of the del Pino brothers will hold, direct and indirectly, the following stakes in the share capital of Ferrovial: María del Pino y Calvo-Sotelo, 8.090%; Rafael del Pino y Calvo-Sotelo, 20.100%; Joaquín del Pino y Calvo-Sotelo, 2.524% and Leopoldo del Pino y Calvo-Sotelo, 8.296%.
Additionally, Mrs. María and Mr. Joaquín del Pino y Calvo-Sotelo own, jointly and indirectly through Casa Grande de Cartagena, S.L.U., a 1.209% stake in Ferrovial’s share capital.
Likewise, as a result of the sale by Portman Baela of its shares of Ferrovial, the effects on Ferrovial of the current shareholders’ agreements in relation to Portman Baela and its parent company Karlovy, and so will the de facto concerted action among them.
